Representative Matters

The firm represents numerous parties with respect to all manner of commercial transactions. Represented a multi-national advertising agency in extensive contractual negotiations with its largest clients, including the preparation of complex master services agreements. Negotiations on behalf of the agency have involved large pharmaceutical firms, major providers of electronics and other consumer goods, one of the world’s largest financial institutions, and other enterprise level counterparties

Represented a multi-national company in contractual negotiations and dispute settlements vis a vis multi-national media owners and other counterparties. These negotiations were both domestic and international, often requiring working with local counsel. Advised on the legal implications of client’s transactions in Latin America, created letter of credit arrangements to obviate credit risk and advised on and drafted a joint venture agreement between client and another multi-national advertising conglomerate.

Prepared and negotiated consignment and international distribution agreements for an international jewelry company, a luxury timepiece company, food and beverage companies, and a green cleaning products company. Matters involved perfection of purchase money security interests in inventory.

Advised airlines, other transportation companies and various financiers on a range of complex commercial financing transactions.

Prepared security agreements and promissory notes in connection with financing arrangements for various clients.

Represent oil and gas services company in negotiations with larger oil drilling construction companies and various “Big Oil” customers.

Advise a foreign government with respect to sovereignty, construction, litigation, contracts, taxation and real estate matters.

General Corporate and Transactional Matters; Mergers & Acquisitions

Represented a joint venture specialist agency handling out-of-home advertising business on behalf of one of the nation’s largest wireless telephone providers.

Counseled IT consulting business in its sale to a major Japanese Telecommunications company.

Represent minority shareholder in takeover and acquisition of licensing and branding business.

Represent Australian software company in the strategic acquisition of a US based software business.

Drafted and negotiated a strategic alliance agreement between two multi-national advertising conglomerates.

Advised an international jewelry company in joint venture negotiations with a Belgian diamond producer and jewelry manufacturer.

Represented a special-purpose acquisition vehicle in extending debtor-in-possession financing to a Chapter 11 restaurant chain. Advised on and created all documents necessary for a subsequent asset purchase under Section 363 of the U.S. Bankruptcy Code.

Advise several foreign companies in various industries on the formation of U.S. subsidiaries and related legal issues, including employment, taxation, contractual, inter-company, commercial leasing and immigration matters.

Advised foreign university with respect to the creation of national and regional charitable giving structures in the U.S., and provided related corporate and tax advice.

Advised numerous commercial clients in a wide variety of contractual negotiation matters relating to sale of goods, provision of services and licensing arrangements.

Employment; Tax and Pension

Represent employers and employees in various industries in the drafting and negotiation of employment and independent contractor agreements, including advising on restrictive covenant issues, 409(A) and other tax matters and compensation, and bonus and stock option plans.

Structured (i) the repatriation of a foreign real estate corporation owned by a foreign trust for the benefit of U.S. beneficiaries, (ii) the liquidation of the foreign trust, and (iii) the ultimate conversion of the repatriated foreign corporation to Subchapter S status.

Advised European doctors regarding international tax structure for a genetic treatment of cells venture based in China.

Advised clients regarding compliance with FBAR filing and income reporting obligations with respect to foreign accounts and the temporary administrative amnesty program to cure compliance failures. Represented taxpayers in the U.S. with respect to voluntary compliance in the program for FBAR non-filers.

Represented pensioner in the administrative appeal of a denial of a claim for an increase in pension benefits under an employee pension benefit plan, resulting in an award of 98% of the claim.

Represented pensioner in the administrative appeal of a denial of a claim for death benefits under an employee benefit welfare plan resulting in an award of 100% of the claim ($1,100,000 in additional benefits).

Commercial Litigation, White Collar, Sports and Bankruptcy

Represented a sell-side investment banking firm with respect to a seven-figure advisory fee contested by an alleged co-adviser in connection with a private equity transaction. Matter involved extensive motion practice and ultimately a favorable settlement was achieved for our clients.

Represented founding Chief Technology Officer in a dispute with an employer, including equity ownership claims and the advancement of attorneys’ fees under Delaware corporation law. Negotiated favorable buy-out and structured settlement pay-out for client.

Represented victim of defamatory statements made by a radio shock-jock, earning favorable settlement from that individual and a major NY newspaper.

Represented claimant in arbitration with a former business partner, earning a favorable award at hearing.

Obtained full dismissal in the Southern District of seven figure claims against our client (an individual) and his Parisian modeling agency. Judge Abrams accepted our firm’s International Comity arguments deferring to a concurrent bankruptcy proceeding in the commercial court of Paris. Our firm was also of counsel to the French firm handling the Paris proceedings. Our opponent’s legal fees alone were nearing one million US dollars at the time of the Southern District’s decision.

Represent plaintiff in a AAA Arbitration in which we earned a $12 million award for client.

Represented a New York City digital agency in the litigation and ultimate settlement of a breach of contract matter following parallel litigation in New York and California.

Represented professional football players in NFL arbitration’s and litigation matters. In one notable case, successfully defended two members of a mid-western team from NFL claims the athletes used prohibited substances. Firm attorneys successfully opposed certiorari proceedings at US Supreme Court level by the NFL.

Settled a mid-six-figure preference claim against client in a large retail bankruptcy matter for less than $10,000.

Successfully sued a Panamanian mining company on behalf of a Canadian plaintiff in Federal Court obtaining judgment for 100% of amount sought.

After achieving successful State Court result for civil litigant, worked with Manhattan DA’s office to have larceny charges brought against defendant. Resultant plea agreement involved full restitution for our client.

Hedge Funds and Securities

Advise on SEC and federal and state securities law compliance, securitizations and asset-backed financing structures for both registered and unregistered firms.

Facilitate the establishment of domestic and offshore funds and help to ensure compliance with federal and, where applicable, international laws and regulations, including issuing required disclosures.

REPRESENTATIVE CLIENTS

The firm represents domestic and international clients ranging from emerging small businesses to established multi-national corporations, as well as governments, educational institutions and non-profit entities. Representative clients include: